**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON,D.C. 20549**

**FORM 10‐K**

(Mark one)

**/X/ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934**

**    For the fiscal year endedDecember 31, 2019 OR**

**//TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934**

**For the transition period from****            ****to****            **

 

 

 

**Commission file number:333-180779-21**

 

**Central Index Key Number of the issuingentity:0001657889**

 

**Morgan Stanley Capital I Trust 2015-UBS8**

**(exact name of issuing entity as specified in itscharter)**

 

**Central Index Key Number of the depositor:0001547361**

 

**Morgan Stanley Capital I Inc.**

**(exact name of the depositor as specified in itscharter)**

 

**Central Index Key Number of the sponsor:0001541886**

 

**UBS Real Estate Securities Inc.**

**(exact names of the sponsors as specified in theircharters)**

 

**Central Index Key Number of the sponsor:0001102113**

 

**Bank of America, National Association**

**(exact names of the sponsors as specified in theircharters)**

 

**Central Index Key Number of the sponsor:0001541557**

 

**Morgan Stanley Mortgage Capital Holdings LLC**

**(exact names of the sponsors as specified in theircharters)**

 

| **New York**                                                        | **38‐3984646  38‐3984647  38‐3984648  38‐7143666** |
|---------------------------------------------------------------------|----------------------------------------------------------------------------|
| **(State or other jurisdiction of incorporation or  organization)** | **(I.R.S. Employer Identification Numbers)**                               |

 

**c/o Wells Fargo Bank, N.A.**

**9062 Old Annapolis Road**

** Columbia, MD**

**(Address of principal executive offices)**

 

**21045**

**(Zip Code)**

 

**Telephone number, including area code:**

**(410) 884‐2000**

Securitiesregistered pursuant to Section 12(b) of the Act:

 

| Title of each class | Trading Symbol(s) | Name of each  exchange on which registered |
|---------------------|-------------------|--------------------------------------------|
| None                |              |                                       |

 

Securitiesregistered pursuant to Section 12(g) of the Act:

 

  NONE.

 

Indicateby check mark if the registrant is a well-known seasoned issuer, as defined inRule 405 of the Securities Act.

 

  Yes___ No X

 

Indicateby check mark if the registrant is not required to file reports pursuant toSection 13 or Section 15(d) of the Act.

 

  Yes___ No X

 

Note- Checking the box above will not relieve any registrant required to filereports pursuant to Section 13 or 15(d) of the Exchange Act from theirobligations under those Sections.

 

Indicate by check mark whether the registrant (1) has filed all reportsrequired to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days.

 

  YesX No ___

 

Indicateby check mark whether the registrant has submitted electronically and posted onits corporate Web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 ofthis chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit and post such files).

 

  Notapplicable.

 

Indicateby check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K (Section 229.405 of this chapter) is not contained herein, andwill not be contained, to the best of registrant's knowledge, in definitiveproxy or information statements incorporated by reference in Part III of thisForm 10-K or any amendment to this Form 10-K.

 

  Notapplicable.

 

Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer, a non-accelerated filer, a smaller reporting company, oremerging growth company. See the definitions of "large acceleratedfiler", "accelerated filer," "smaller reportingcompany," and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

 Largeaccelerated filer ___ Accelerated filer ___ Non-accelerated filer X (Do not check if a smaller reporting company)Smaller reporting company ___

 

Emerginggrowth company ___

 

Ifan emerging growth company, indicate by check mark if the registrant haselected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) ofthe Ex­change Act.

 

  Notapplicable.

 

Indicateby check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).

 

  Yes___ No X

 

Statethe aggregate market value of the voting and non-voting common equity held bynon-affiliates computed by reference to the price at which the common equitywas last sold, or the average bid and asked price of such common equity, as ofthe last business day of the registrant's most recently completed second fiscalquarter.

 

  Notapplicable.

 

Indicateby check mark whether the registrant has filed all documents and reportsrequired to be filed by Section 12, 13 or 15(d) of the Securities Exchange Actof 1934 subsequent to the distribution of securities under a plan confirmed bya court.

 

  Notapplicable.

 

Indicatethe number of shares outstanding of each of the registrant's classes of commonstock, as of the latest practicable date.

 

  Notapplicable.

 

DOCUMENTSINCORPORATED BY REFERENCE

 

Listhereunder the following documents if incorporated by reference and the Part ofthe Form 10-K (e.g., Part I, Part II, etc.) into which the document isincorporated: (1)Any annual report to security holders; (2) Any proxy orinformation statement; and (3)Any prospectus filed pursuant to Rule 424(b) or(c) under the Securities Act of 1933. The listed documents should be clearlydescribed for identification purposes (e.g., annual report to security holdersfor fiscal year ended December 24, 1980).

 

  Notapplicable.

 

**EXPLANATORY NOTES**

 

The MSC 2015-UBS8 mortgage pool includes thefollowing mortgage loans, each of which is serviced pursuant to a separatepooling and servicing agreement (each, an “Outside Pooling and ServicingAgreement”):

 

·         the WPC Department Store Portfolio mortgageloan, which is serviced pursuant to the BACM 2015-UBS7 pooling and servicingagreement attached hereto as Exhibit 4.2;

 

·         the Cape May Hotels mortgage loan and theCharles River North mortgage loan, which are serviced pursuant to the CSAIL2015-C3 pooling and servicing agreement attached hereto as Exhibit 4.3;

 

·         the Gulfport Premium Outlets mortgage,which is serviced pursuant to the MSBAM 2016-C29 pooling and servicingagreement attached hereto as Exhibit 4.4; and

 

·         the Grove City Premium Outlets mortgage,which is serviced pursuant to the BACM 2016-UBS10 pooling and servicingagreement attached hereto as Exhibit 4.5.

 

Except as set forth below, each of theparties to each pooling and servicing agreement listed in the Exhibit Indexboth (1) participates in the servicing function for purposes of Item 1122 ofRegulation AB and (2) constitutes a servicer that meets the criteria in Item1108(a)(2)(i) through (iii) of Regulation AB for purposes of Item 1123 ofRegulation AB:

 

·         The trustee under a pooling and servicingagreement has a nominal role with respect to the mortgage pool securitizedpursuant to such pooling and servicing agreement. The trustee’s only servicingfunction is the contingent obligation to make certain advances if the masterservicer under such pooling and servicing agreement fails to do so, while allother servicing functions are performed by other parties. The trustee undereach of the pooling and servicing agreements listed in the Exhibit Index has confirmedto the registrant that it has not made any such contingent advances during thereporting period, and consequently, each such trustee does not participate inthe servicing function for purposes of Item 1122 of Regulation AB, nor does itperform the functions of a servicer for purposes of the definition of“servicer” under Item 1101 of Regulation AB or for purposes of Item 1123 ofRegulation AB.

 

·        The certificate administrator under apooling and servicing agreement performs various payment administrationfunctions solely for the securitization governed by such pooling and servicingagreement and the mortgage pool securitized pursuant to such pooling andservicing agreement and does not have any obligations with respect to any othertransaction. Consequently, the certificate administrator under an OutsidePooling and Servicing Agreement does not participate in the servicing functionfor purposes of Item 1122 of Regulation AB, nor does it perform the functionsof a servicer for purposes of the definition of “servicer” under Item 1101 ofRegulation AB or for purposes of Item 1123 of Regulation AB.

 

·        The operating advisor under a pooling andservicing agreement represents the interests of senior certificateholders inthe transaction governed by such pooling and servicing agreement and isresponsible for monitoring the performance of the special servicer under suchpooling and servicing agreement and producing certain reports tocertificateholders relating to the resolution of the mortgage pool securitizedpursuant to such pooling and servicing agreement. The operating advisor under apooling and servicing agreement does not have any obligations with respect toany other transaction and is solely obligated to perform loan reportingfunctions with respect to the securitization governed by such pooling andservicing agreement.  Consequently, the operating advisor under an OutsidePooling and Servicing Agreement neither participates in the servicing functionfor purposes of Item 1122 of Regulation AB nor performs the functions of aservicer for purposes of the definition of “servicer” under Item 1101 ofRegulation AB or for purposes of Item 1123 of Regulation AB. In addition, whilethe operating advisor under a pooling and servicing agreement has certainreporting obligations in respect of the related mortgage pool, it has noobligation to collect or disburse funds in respect of the mortgage pool or toadminister any of the underlying mortgage loans.  Consequently, theoperating advisor under a pooling and servicing agreement participates in theservicing function for purposes of Item 1122 of Regulation AB, but is notresponsible for the “management or collection of the pool assets or makingallocations or distributions to holders of the asset-backed securities” withinthe meaning of “servicer” under Item 1101 of Regulation AB and does not performthe functions of a servicer for purposes of Item 1123 of Regulation AB.

 

·       The asset representations reviewer under apooling and servicing agreement has a limited obligation to review certaindelinquent mortgage loans after a specified delinquency threshold has been metand the required percentage of certificateholders vote to direct a review ofsuch delinquent mortgage loans, and has no obligation to collect or disbursefunds in respect of the mortgage pool, to administer any of the underlyingmortgage loans or to perform any servicing function.  Consequently, theasset representations reviewer under a pooling and servicing agreement does notparticipate in the servicing function for purposes of Item 1122 of RegulationAB, is not responsible for the “management or collection of the pool assets ormaking allocations or distributions to holders of the asset-backed securities”within the meaning of “servicer” under Item 1101 of Regulation AB and does notperform the functions of a servicer for purposes of Item 1123 of Regulation AB.

 

·        Wells Fargo Bank, National Association isthe master servicer under the MSBAM 2016-C29 pooling and servicing agreement,pursuant to which the Gulfport Premium Outlets mortgage loan is serviced, andthe master servicer under BACM 2016-UBS10 pooling and servicing agreement,pursuant to which the Grove City Premium Outlets mortgage loan isserviced.  Because Wells Fargo Bank, National Association is not the MSC2015-UBS8 master servicer, is not affiliated with any sponsor and services onlythe Gulfport Premium Outlets mortgage loan and the Grove City Premium Outletsmortgage loan, which collectively constitute more than 5% but less than 10% ofthe mortgage pool, Wells Fargo Bank, National Association, as MSBAM 2016-C29master servicer and BACM 2016-UBS10 master servicer, constitutes a reporting“servicing function participant” for purposes of Item 1122 of Regulation AB, asspecified in the Instruction 3 to Item 1122, but does not constitute areporting “servicer” for purposes of Item 1123 of Regulation AB, as specifiedin the Instruction to Item 1123.

 

·        LNR Partners, LLC is the special servicerunder the BACM 2015-UBS7 pooling and servicing agreement, pursuant to which theWPC Department Store Portfolio mortgage loan is serviced. Because LNR Partners,LLC is not the MSC 2015-UBS8 special servicer, is not affiliated with anysponsor and services only the WPC Department Store Portfolio mortgage loan,which constitutes less than 5% of the mortgage pool, LNR Partners, LLC, as BACM2015-UBS7 special servicer, does not constitute a reporting “servicing functionparticipant” for purposes of Item 1122 of Regulation AB, as specified in theInstruction 3 to Item 1122, and does not constitute a reporting “servicer” forpurposes of Item 1123 of Regulation AB, as specified in the Instruction to Item1123.

 

·        U.S. Bank National Association is thecustodian under the BACM 2015-UBS7 pooling and servicing agreement, pursuant towhich the WPC Department Store Portfolio mortgage loan is serviced. BecauseU.S. Bank National Association is not the MSC 2015-UBS8 custodian, is notaffiliated with any sponsor and services only the WPC Department StorePortfolio mortgage loan, which constitutes less than 5% of the mortgage pool,U.S. Bank National Association, as BACM 2015-UBS7 custodian, does notconstitute a reporting “servicing function participant” for purposes of Item1122 of Regulation AB, as specified in the Instruction 3 to Item 1122, and doesnot constitute a reporting “servicer” for purposes of Item 1123 of RegulationAB, as specified in the Instruction to Item 1123.

 

·     Aegon USA RealtyAdvisors, LLC is the special servicer with respect to the Charles River PlazaNorth mortgage loan (following the replacement by the related controlling noteholder in 2016 of Rialto Capital Advisors, LLC as the special servicer withrespect to such mortgage loan) under the CSAIL 2015-C3 pooling and servicingagreement.  Because Aegon USA Realty Advisors, LLC is not the MSC2015-UBS8 special servicer, is not affiliated with any sponsor and servicesonly the Charles River Plaza North mortgage loan, which constitutes less than5% of the mortgage pool, Aegon USA Realty Advisors, LLC, as CSAIL 2015-C3special servicer, does not constitute a reporting “servicing functionparticipant” for purposes of Item 1122 of Regulation AB, as specified in theInstruction 3 to Item 1122, and does not constitute a reporting “servicer” forpurposes of Item 1123 of Regulation AB, as specified in the Instruction to Item1123.

 

·     Park Bridge LenderServices LLC is the current special servicer under the MSC 2015-UBS8 poolingand servicing agreement. In December 2019, Situs Holdings, LLC resigned asspecial servicer under the MSC 2015-UBS8 pooling and servicing agreement andwas succeeded by Park Bridge Lender Services LLC.

 

In addition, each of the following partiesengaged the services of certain servicing function participants andsub-servicers for the reporting period, as set forth below:

 

·         Wells Fargo Bank, National Association, asmaster servicer under the MSBAM 2016-C29 pooling and servicing agreement,pursuant to which the Gulfport Premium Outlets mortgage loan is serviced, andthe master servicer under the BACM 2016-UBS10 pooling and servicing agreement,pursuant to which the Grove City Premium Outlets mortgage loan is serviced, engagedthe services of (i) CoreLogic Commercial Real Estate Services, Inc. andNational Tax Search, LLC, in each case as a servicing function participant inrespect of the Gulfport Premium Outlets mortgage loan and the Grove CityPremium Outlets mortgage loan for the reporting period, and (ii) Midland LoanServices, a Division of PNC Bank, National Association, as a sub-servicer inrespect of the Gulfport Premium Outlets mortgage loan and the Grove CityPremium Outlets mortgage loan for the reporting period.

 

| **PART I**   |                            |
|-------------------|---------------------------------|
|              |                            |
| **Item 1.**  | **Business.**                   |
|              | Omitted.                        |
| **Item 1A.** | **Risk Factors.**          |
|              | Omitted.                        |
| **Item 1B.** | **Unresolved Staff  Comments.** |
|              | None.                           |
| **Item 2.**  | **Properties.**                 |
|              | Omitted.                        |
| **Item 3.**  | **Legal Proceedings.**     |
|              | Omitted.                        |
| **Item 4.**  | **Mine Safety Disclosures.**    |
|              | Omitted.                        |
|              |                            |   |

 

| **PART II**  |                                                                                                                |
|-------------------|---------------------------------------------------------------------------------------------------------------------|
|              |                                                                                                                |
| **Item 5.**  | **Market for Registrant's  Common Equity, Related Stockholder Matters and Issuer Purchases of Equity  Securities.** |
|              | Omitted.                                                                                                            |
| **Item 6.**  | **Selected Financial Data.**                                                                                        |
|              | Omitted.                                                                                                            |
| **Item 7.**  | **Management's Discussion and  Analysis of Financial Condition and Results of Operations.**                         |
|              | Omitted.                                                                                                            |
| **Item 7A.** | **Quantitative and  Qualitative Disclosures About Market Risk.**                                                    |
|              | Omitted.                                                                                                            |
| **Item 8.**  | **Financial Statements and  Supplementary Data.**                                                                   |
|              | Omitted.                                                                                                            |
| **Item 9.**  | **Changes in and Disagreements  With Accountants on Accounting and Financial Disclosure.**                          |
|              | Omitted.                                                                                                            |
| **Item 9A.** | **Controls and Procedures.**                                                                                        |
|              | Omitted.                                                                                                            |
| **Item 9B.** | **Other Information.**                                                                                         |
|              | None.                                                                                                               |
|              |                                                                                                                |   |

 

| **PART III** |                                                                                                 |
|-------------------|------------------------------------------------------------------------------------------------------|
|              |                                                                                                 |
| **Item 10.** | **Directors, Executive Officers  and Corporate Governance.**                                         |
|              | Omitted.                                                                                             |
| **Item 11.** | **Executive Compensation.**                                                                          |
|              | Omitted.                                                                                             |
| **Item 12.** | **Security Ownership of  Certain Beneficial Owners and Management and Related Stockholder Matters.** |
|              | Omitted.                                                                                             |
| **Item 13.** | **Certain Relationships and  Related Transactions, and Director Independence.**                      |
|              | Omitted.                                                                                             |
| **Item 14.** | **Principal Accounting Fees  and Services.**                                                         |
|              | Omitted.                                                                                             |
|              |                                                                                                 |   |

 

**ADDITIONALDISCLOSURE ITEMS FOR REGULATION AB**

 

**Item1112(b) of Regulation AB, Significant Obligor Financial Information.**

 

Notapplicable.

 

**Item1114(b)(2) of Regulation AB, Significant Enhancement Provider FinancialInformation.**

 

Noentity or group of affiliated entities provides any enhancement or othersupport for the certificates as described under Item 1114 (a) of Regulation AB.

 

**Item1115(b) of Regulation AB, Certain Derivatives Instruments (FinancialInformation).**

 

Noentity or group of affiliated entities provides any derivative instruments forthe certificates as described under Item 1115 of Regulation AB.

 

**Item1117 of Regulation AB, Legal Proceedings.**

 

Theregistrant knows of no legal proceeding pending against the sponsors,depositor, trustee, issuing entity, servicer contemplated by Item 1108(a)(3) ofRegulation AB, originator contemplated by Item 1110(b) of Regulation AB, orother party contemplated by Item 1100(d)(1) of Regulation AB, or of which anyproperty of the foregoing is the subject, that is material to security holders,other than as disclosed in the prospectus of the issuing entity filed in a424(b)(5) filing dated December 15, 2015, and other than as follows:

 

Beginningon June 18, 2014, a group of institutional investors filed civil complaints inthe Supreme Court of the State of New York, New York County, and later the U.S.District Court for the Southern District of New York, against Wells Fargo Bank,N.A., (“Wells Fargo Bank”) in its capacity as trustee for certain residentialmortgage backed securities (“RMBS”) trusts.  The complaints against WellsFargo Bank alleged that the trustee caused losses to investors and assertedcauses of action based upon, among other things, the trustee's alleged failureto: (i) notify and enforce repurchase obligations of mortgage loan sellers forpurported breaches of representations and warranties, (ii) notify investors ofalleged events of default, and (iii) abide by appropriate standards of carefollowing alleged events of default. Relief sought included money damages in anunspecified amount, reimbursement of expenses, and equitable relief. InNovember 2018, Wells Fargo Bank reached an agreement, in which it denied anywrongdoing, to resolve such claims on a classwide basis for the 271 RMBS trustsat issue.  On May 6, 2019, the court entered an order approving thesettlement agreement.  Separate lawsuits against Wells Fargo Bank makingsimilar allegations filed by certain other institutional investors concerningseveral RMBS trusts in New York federal and state court are not covered by theagreement.  With respect to such litigations, Wells Fargo Bank believesplaintiffs' claims are without merit and intends to contest the claimsvigorously, but there can be no assurances as to the outcome of the litigationsor the possible impact of the litigations on Wells Fargo Bank or the RMBStrusts.

 

**Item1119 of Regulation AB, Affiliations and Certain Relationships and RelatedTransactions.**

 

Inaddition to the information regarding this Item that has been disclosed in theprospectus of the issuing entity filed in a 424(b)(5) filing dated December 15,2015, (i) Wells Fargo Bank, National Association, the master servicer under theMSBAM 2016-C29 pooling and servicing agreement, pursuant to which the GulfportPremium Outlets mortgage loan is serviced, and the master servicer under theBACM 2016-UBS10 pooling and servicing agreement, pursuant to which the GroveCity Premium Outlets mortgage loan is serviced, is also the MSBAM 2015-UBS8custodian and the custodian under each Outside Pooling and Servicing Agreementpursuant to which the outside serviced mortgage loans (other than the WPCDepartment Store Portfolio mortgage loan) are currently serviced; and (ii)Rialto Capital Advisors, LLC, the special servicer under the MSC 2015-UBS8pooling and servicing agreement, the special servicer under the MSBAM 2016-C29pooling and servicing agreement, pursuant to which the Gulfport Premium Outletsmortgage loan is serviced, and special servicer under the BACM 2016-UBS10pooling and servicing agreement, pursuant to which the Grove City PremiumOutlets mortgage loan is serviced, is also the special servicer for the CapeMay Hotels mortgage loan, which is serviced under the CSAIL 2015-C3 pooling andservicing agreement. On November 30, 2018, Rialto Capital Advisors, LLC (“RCA”)was acquired by investment funds managed by Stone Point Capital LLC, inpartnership with the management team of RCA's affiliates.  Situs Holdings,LLC, the trust advisor under the MSBAM 2015-UBS8 pooling and servicingagreement until its resignation on December 27, 2019, is a wholly ownedsubsidiary of an affiliated entity of Stone Point Capital LLC.

 

**Item1122 of Regulation AB, Compliance with Applicable Servicing Criteria.**

 

Thereports on assessment of compliance with the servicing criteria for asset-backedsecurities and the related attestation reports on such assessments ofcompliance are attached hereto under Item 15.

 

Thereport on assessment of compliance with applicable servicing criteria furnishedpursuant to Item 1122 of Regulation AB by Midland Loan Services, a Division ofPNC Bank National Association discloses that a material instance ofnoncompliance occurred, as described below:

 

MaterialInstance of Noncompliance

 

In certain instances, the Schedule AL Files (Item 1125of Regulation AB) were not reported in accordance with the terms specified inthe transaction agreements, in conflict with Item 1122(d)(3)(i): “Reports toinvestors, including those to be filed with the Commission, are maintained inaccordance with the transaction agreements and applicable Commissionrequirements. Specifically, such reports: (A) Are prepared in accordance withtimeframes and other terms set forth in the transaction agreements”.  Thenoncompliance consisted of omitted or inaccurately reported numbers due to thefollowing: (1) the initial setup files contained information at the assetlevel, and Midland was required to manually compile the information to presentit at the loan level as required by Schedule AL; and (2) certain reportingrequirements required manual processing by Midland, including the use ofvarious data computation formulas, quality control checks and analysis.

 

The identified instances did not involve the servicingof assets included in this securitization.

 

StepsTaken to Remedy the Material Instance of Noncompliance

 

Midland’s Schedule AL reporting process was enhanced inApril of 2019, however, the process remained manual throughout the 2019calendar year and additional errors during such year were identified during therelated audit. Following identification, Midland made staffing changes andadditional improvements to its processes and procedures to support its ScheduleAL reporting obligations and expects to move to an automated solution for thisprocess.

 

**Item1123 of Regulation AB, Servicer Compliance Statement.**

 

Theservicer compliance statements are attached hereto under Item 15.

 

**PART IV**

 

**Item15. Exhibits, Financial Statement Schedules.**

 

(a) Exhibits.

 

(4.1)Pooling and Servicing Agreement, dated as of December1, 2015, between Morgan Stanley Capital I Inc., as depositor, Midland LoanServices, a Division of PNC Bank, National Association, as master servicer,Rialto Capital Advisors, LLC, as special servicer, Situs Holdings, LLC, astrust advisor, and Wells Fargo Bank, National Association, as trustee,certificate administrator, certificate registrar, authenticating agent andcustodian (filed as Exhibit 4.1 to the registrant's Current Report on Form8-K/A filed on December 16, 2015 under SEC File No. 333-180779-21 andincorporated by reference herein).

 

(4.2)Pooling and Servicing Agreement, dated as of September1, 2015, between Banc of America Merrill Lynch Commercial Mortgage Inc., asdepositor, Midland Loan Services, a Division of PNC Bank, National Association,as master servicer, LNR Partners, LLC, as special servicer, PentalphaSurveillance LLC, as operating advisor, and U.S. Bank National Association, astrustee, certificate administrator and custodian, relating to the BACM2015-UBS7 securitization transaction, pursuant to which the WPC DepartmentStore Portfolio Mortgage Loan is serviced (filed as Exhibit 4.2 to theregistrant's Current Report on Form 8-K filed on December 15, 2015 under SECFile No. 333-180779-21 and incorporated by reference herein).

 

(4.3)Pooling and Servicing Agreement, dated as of August 1,2015, between Credit Suisse First Boston Mortgage Securities Corp., asdepositor, Midland Loan Services, a Division of PNC Bank, National Association,as master servicer, Rialto Capital Advisors, LLC, as special servicer,Pentalpha Surveillance LLC, as operating advisor, Wells Fargo Bank, NationalAssociation, as certificate administrator, and Wells Fargo Bank, NationalAssociation, as trustee, relating to the CSAIL 2015-C3 securitizationtransaction, pursuant to which the Cape May Hotels Mortgage Loan and theCharles River North Mortgage Loan are serviced (filed as Exhibit 4.3 to theregistrant's Current Report on Form 8-K filed on December 15, 2015 under SECFile No. 333-180779-21 and incorporated by reference herein).

 

(4.4)Pooling and Servicing Agreement, dated as of May 1,2016, between Morgan Stanley Capital I Inc., as depositor, Wells Fargo Bank,National Association, as master servicer, Rialto Capital Advisors, LLC, asspecial servicer, Park Bridge Lender Services LLC, as operating advisor andasset representations reviewer, Wells Fargo Bank, National Association, ascustodian, certificate administrator, certificate registrar and authenticatingagent, and Wilmington Trust, National Association, as trustee., relating to theMSBAM 2016-C29 securitization transaction, pursuant to which the GulfportPremium Outlets Mortgage Loan is serviced (filed as Exhibit 4.4 to theregistrant's Current Report on Form 8-K filed on May 11, 2016 under SEC FileNo. 333-180779-21 and incorporated by reference herein).

 

(4.5)Pooling and Servicing Agreement, dated as of June 1,2016, between Banc of America Merrill Lynch Commercial Mortgage Inc., asdepositor, Wells Fargo Bank, National Association, as master servicer, RialtoCapital Advisors, LLC, as special servicer, Park Bridge Lender Services LLC, asoperating advisor and asset representations reviewer, Wells Fargo Bank,National Association, as custodian, certificate administrator, certificateregistrar and authenticating agent, and Wilmington Trust, National Association,as trustee., relating to the BACM 2016-UBS10 securitization transaction,pursuant to which the Grove City Premium Outlets Mortgage Loan is serviced(filed as Exhibit 4.5 to the registrant's Current Report on Form 8-K filed onJune 13, 2016 under SEC File No. 333-180779-21 and incorporated by referenceherein).

 

(31)  Rule13a-14(d)/15d-14(d) Certification.

 

(33)  Reports on assessment of compliance with servicing criteria forasset-backed securities.

 

33.1 Wells Fargo Bank, National Association, as CertificateAdministrator

 

33.2 Wells Fargo Bank, National Association, as Custodian

 

33.3 Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer

 

33.4 Rialto Capital Advisors, LLC, as Special Servicer

 

33.5 Park Bridge Lender Services LLC, as Operating Advisor(from 12/27/19 to 12/31/19)

 

33.6 Situs Holdings, LLC, as Operating Advisor (from 1/1/19to 12/26/19)

 

33.7 Wells Fargo Bank, National Association, as MasterServicer under the BACM 2016-UBS10 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Grove City PremiumOutlets (from 1/1/19 to 12/31/19)

 

33.8 Midland Loan Services, a Division of PNC Bank,National Association, as Sub-Servicer under the BACM 2016-UBS10 securitization,pursuant to which the following mortgage loans were serviced by such party:Grove City Premium Outlets (from 1/1/19 to 12/31/19) (see Exhibit 33.3)

 

33.9 CoreLogic Commercial Real Estate Services, Inc., asServicing Function Participant under the BACM 2016-UBS10 securitization,pursuant to which the following mortgage loans were serviced by such party:Grove City Premium Outlets (from 1/1/19 to 12/31/19)

 

33.10 National Tax Search, LLC, as Servicing FunctionParticipant under the BACM 2016-UBS10 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Grove City PremiumOutlets (from 1/1/19 to 12/31/19)

 

33.11 Wells Fargo Bank, National Association, as MasterServicer under the MSBAM 2016-C29 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Gulfport Premium Outlets(from 1/1/19 to 12/31/19) (see Exhibit 33.7)

 

33.12 Midland Loan Services, a Division of PNC Bank,National Association, as Sub-Servicer under the MSBAM 2016-C29 securitization,pursuant to which the following mortgage loans were serviced by such party:Gulfport Premium Outlets (from 1/1/19 to 12/31/19) (see Exhibit 33.3)

 

33.13 CoreLogic Commercial Real Estate Services, Inc., asServicing Function Participant under the MSBAM 2016-C29 securitization,pursuant to which the following mortgage loans were serviced by such party:Gulfport Premium Outlets (from 1/1/19 to 12/31/19) (see Exhibit 33.9)

 

33.14 National Tax Search, LLC, as Servicing FunctionParticipant under the MSBAM 2016-C29 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Gulfport Premium Outlets(from 1/1/19 to 12/31/19) (see Exhibit 33.10)

 

33.15 Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the BACM 2015-UBS7securitization, pursuant to which the following mortgage loans were serviced bysuch party: WPC Department Store Portfolio (from 1/1/19 to 12/31/19) (seeExhibit 33.3)

 

33.16 Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the CSAIL 2015-C3securitization, pursuant to which the following mortgage loans were serviced bysuch party: Cape May Hotels (from 1/1/19 to 12/31/19) and Charles River PlazaNorth (from 1/1/19 to 12/31/19) (see Exhibit 33.3)

 

33.17 Rialto Capital Advisors, LLC, as Special Servicerunder the BACM 2016-UBS10 securitization, pursuant to which the followingmortgage loans were serviced by such party: Grove City Premium Outlets (from1/1/19 to 12/31/19) (see Exhibit 33.4)

 

33.18 Rialto Capital Advisors, LLC, as Special Servicerunder the MSBAM 2016-C29 securitization, pursuant to which the followingmortgage loans were serviced by such party: Gulfport Premium Outlets (from1/1/19 to 12/31/19) (see Exhibit 33.4) 

 

33.19 Rialto Capital Advisors, LLC, as Special Servicerunder the CSAIL 2015-C3 securitization, pursuant to which the following mortgageloans were serviced by such party: Cape May Hotels (from 1/1/19 to 12/31/19)(see Exhibit 33.4)

 

33.20 Wells Fargo Bank, National Association, as Custodianunder the BACM 2016-UBS10 securitization, pursuant to which the followingmortgage loans were serviced by such party: Grove City Premium Outlets (from1/1/19 to 12/31/19) (see Exhibit 33.2)

 

33.21 Wells Fargo Bank, National Association, as Custodianunder the MSBAM 2016-C29 securitization, pursuant to which the followingmortgage loans were serviced by such party: Gulfport Premium Outlets (from1/1/19 to 12/31/19) (see Exhibit 33.2)

 

33.22 Wells Fargo Bank, National Association, as Custodian underthe CSAIL 2015-C3 securitization, pursuant to which the following mortgageloans were serviced by such party: Cape May Hotels (from 1/1/19 to 12/31/19)and Charles River Plaza North (from 1/1/19 to 12/31/19) (see Exhibit 33.2)

 

(34). Attestation reports on assessment ofcompliance with servicing criteria for asset-backed securities.

 

34.1 Wells Fargo Bank, National Association, as CertificateAdministrator

 

34.2 Wells Fargo Bank, National Association, as Custodian

 

34.3 Midland Loan Services, a Division of PNC Bank, NationalAssociation, as Master Servicer

 

34.4 Rialto Capital Advisors, LLC, as Special Servicer

 

34.5 Park Bridge Lender Services LLC, as Operating Advisor(from 12/27/19 to 12/31/19)

 

34.6 Situs Holdings, LLC, as Operating Advisor (from 1/1/19to 12/26/19)

 

34.7 Wells Fargo Bank, National Association, as MasterServicer under the BACM 2016-UBS10 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Grove City PremiumOutlets (from 1/1/19 to 12/31/19)

 

34.8 Midland Loan Services, a Division of PNC Bank,National Association, as Sub-Servicer under the BACM 2016-UBS10 securitization,pursuant to which the following mortgage loans were serviced by such party: GroveCity Premium Outlets (from 1/1/19 to 12/31/19) (see Exhibit 34.3)

 

34.9 CoreLogic Commercial Real Estate Services, Inc., asServicing Function Participant under the BACM 2016-UBS10 securitization,pursuant to which the following mortgage loans were serviced by such party:Grove City Premium Outlets (from 1/1/19 to 12/31/19)

 

34.10 National Tax Search, LLC, as Servicing FunctionParticipant under the BACM 2016-UBS10 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Grove City PremiumOutlets (from 1/1/19 to 12/31/19)

 

34.11 Wells Fargo Bank, National Association, as MasterServicer under the MSBAM 2016-C29 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Gulfport Premium Outlets(from 1/1/19 to 12/31/19) (see Exhibit 34.7)

 

34.12 Midland Loan Services, a Division of PNC Bank,National Association, as Sub-Servicer under the MSBAM 2016-C29 securitization,pursuant to which the following mortgage loans were serviced by such party:Gulfport Premium Outlets (from 1/1/19 to 12/31/19) (see Exhibit 34.3)

 

34.13 CoreLogic Commercial Real Estate Services, Inc., asServicing Function Participant under the MSBAM 2016-C29 securitization,pursuant to which the following mortgage loans were serviced by such party:Gulfport Premium Outlets (from 1/1/19 to 12/31/19) (see Exhibit 34.9)

 

34.14 National Tax Search, LLC, as Servicing FunctionParticipant under the MSBAM 2016-C29 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Gulfport Premium Outlets(from 1/1/19 to 12/31/19) (see Exhibit 34.10)

 

34.15 Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the BACM 2015-UBS7securitization, pursuant to which the following mortgage loans were serviced bysuch party: WPC Department Store Portfolio (from 1/1/19 to 12/31/19) (seeExhibit 34.3)

 

34.16 Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the CSAIL 2015-C3securitization, pursuant to which the following mortgage loans were serviced bysuch party: Cape May Hotels (from 1/1/19 to 12/31/19) and Charles River PlazaNorth (from 1/1/19 to 12/31/19) (see Exhibit 34.3)

 

34.17 Rialto Capital Advisors, LLC, as Special Servicerunder the BACM 2016-UBS10 securitization, pursuant to which the followingmortgage loans were serviced by such party: Grove City Premium Outlets (from1/1/19 to 12/31/19) (see Exhibit 34.4)

 

34.18 Rialto Capital Advisors, LLC, as Special Servicerunder the MSBAM 2016-C29 securitization, pursuant to which the followingmortgage loans were serviced by such party: Gulfport Premium Outlets (from 1/1/19to 12/31/19) (see Exhibit 34.4)

 

34.19 Rialto Capital Advisors, LLC, as Special Servicerunder the CSAIL 2015-C3 securitization, pursuant to which the followingmortgage loans were serviced by such party: Cape May Hotels (from 1/1/19 to12/31/19) (see Exhibit 34.4)

 

34.20 Wells Fargo Bank, National Association, as Custodianunder the BACM 2016-UBS10 securitization, pursuant to which the followingmortgage loans were serviced by such party: Grove City Premium Outlets (from1/1/19 to 12/31/19) (see Exhibit 34.2)

 

34.21 Wells Fargo Bank, National Association, as Custodianunder the MSBAM 2016-C29 securitization, pursuant to which the followingmortgage loans were serviced by such party: Gulfport Premium Outlets (from1/1/19 to 12/31/19) (see Exhibit 34.2)

 

34.22 Wells Fargo Bank, National Association, as Custodianunder the CSAIL 2015-C3 securitization, pursuant to which the followingmortgage loans were serviced by such party: Cape May Hotels (from 1/1/19 to12/31/19) and Charles River Plaza North (from 1/1/19 to 12/31/19) (see Exhibit34.2)

 

(35). Servicer compliance statement.

 

35.1 Wells Fargo Bank, National Association, as CertificateAdministrator

 

35.2 Wells Fargo Bank, National Association, as Custodian

 

35.3 Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer

 

35.4 Rialto Capital Advisors, LLC, as Special Servicer

 

35.5 Midland Loan Services, a Division of PNC Bank,National Association, as Sub-Servicer under the BACM 2016-UBS10 securitization,pursuant to which the following mortgage loans were serviced by such party:Grove City Premium Outlets (from 1/1/19 to 12/31/19) (see Exhibit 35.3)

 

35.6 Midland Loan Services, a Division of PNC Bank,National Association, as Sub-Servicer under the MSBAM 2016-C29 securitization,pursuant to which the following mortgage loans were serviced by such party:Gulfport Premium Outlets (from 1/1/19 to 12/31/19) (see Exhibit 35.3)

 

35.7 Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the BACM 2015-UBS7securitization, pursuant to which the following mortgage loans were serviced bysuch party: WPC Department Store Portfolio (from 1/1/19 to 12/31/19) (seeExhibit 35.3)

 

35.8 Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the CSAIL 2015-C3securitization, pursuant to which the following mortgage loans were serviced bysuch party: Cape May Hotels (from 1/1/19 to 12/31/19) and Charles River PlazaNorth (from 1/1/19 to 12/31/19) (see Exhibit 35.3)

 

35.9 Rialto Capital Advisors, LLC, as Special Servicerunder the BACM 2016-UBS10 securitization, pursuant to which the followingmortgage loans were serviced by such party: Grove City Premium Outlets (from1/1/19 to 12/31/19) (see Exhibit 35.4)

 

35.10 Rialto Capital Advisors, LLC, as Special Servicerunder the MSBAM 2016-C29 securitization, pursuant to which the followingmortgage loans were serviced by such party: Gulfport Premium Outlets (from 1/1/19to 12/31/19) (see Exhibit 35.4)

 

35.11 Rialto Capital Advisors, LLC, as Special Servicerunder the CSAIL 2015-C3 securitization, pursuant to which the followingmortgage loans were serviced by such party: Cape May Hotels (from 1/1/19 to12/31/19) (see Exhibit 35.4)

 

35.12 Wells Fargo Bank, National Association, as Custodianunder the BACM 2016-UBS10 securitization, pursuant to which the followingmortgage loans were serviced by such party: Grove City Premium Outlets (from1/1/19 to 12/31/19) (see Exhibit 35.2)

 

35.13 Wells Fargo Bank, National Association, as Custodianunder the MSBAM 2016-C29 securitization, pursuant to which the following mortgageloans were serviced by such party: Gulfport Premium Outlets (from 1/1/19 to12/31/19) (see Exhibit 35.2)

 

35.14 Wells Fargo Bank, National Association, as Custodianunder the CSAIL 2015-C3 securitization, pursuant to which the followingmortgage loans were serviced by such party: Cape May Hotels (from 1/1/19 to12/31/19) and Charles River Plaza North (from 1/1/19 to 12/31/19) (see Exhibit35.2)

 

(99.1)Mortgage Loan Purchase Agreement, dated December 2,2015, between Morgan Stanley Capital I Inc. and UBS Real Estate Securities Inc.(filed as Exhibit 99.1 to the registrant's Current Report on Form 8-K filed onDecember 15, 2015 under SEC File No. 333-180779-21 and incorporated byreference herein).

 

(99.2)Mortgage Loan Purchase Agreement, dated December 2, 2015,between Morgan Stanley Capital I Inc. and Bank of America, National Association(filed as Exhibit 99.2 to the registrant's Current Report on Form 8-K filed onDecember 15, 2015 under SEC File No. 333-180779-21 and incorporated byreference herein).

 

(99.3)Mortgage Loan Purchase Agreement, dated December 2,2015, between Morgan Stanley Capital I Inc. and Morgan Stanley Mortgage CapitalHoldings LLC (filed as Exhibit 99.3 to the registrant's Current Report on Form8-K filed on December 15, 2015 under SEC File No. 333-180779-21 andincorporated by reference herein).

 

(99.4)Agreement Between Note Holders, dated as of August 18,2015, between UBS Real Estate Securities Inc., as Initial Note A-1 Holder, UBSReal Estate Securities Inc., as Initial Note A-2 Holder, and UBS Real EstateSecurities Inc., as Initial Note A-3 Holder, relating to the WPC DepartmentStore Portfolio loan combination (filed as Exhibit 99.4 to the registrant'sCurrent Report on Form 8-K filed on December 15, 2015 under SEC File No.333-180779-21 and incorporated by reference herein).

 

(99.5)Agreement Between Note Holders, dated as of August 18,2015, between UBS Real Estate Securities Inc., as Initial Note A-1 Holder, andUBS Real Estate Securities Inc., as Initial Note A-2 Holder, relating to theCape May Hotels loan combination (filed as Exhibit 99.5 to the registrant'sCurrent Report on Form 8-K filed on December 15, 2015 under SEC File No.333-180779-21 and incorporated by reference herein).

 

(99.6)Agreement Between Note Holders, dated as of September15, 2015, between Wells Fargo Bank, National Association, as trustee for thebenefit of the holders of the CSAIL 2015-C3 Mortgage Trust commercial mortgagepass-through certificates, as Note A-1 Holder and Note A-2 Holder, UBS RealEstate Securities Inc., as Note A-3-1 Holder and Note A-3-2 Holder, and PrimaMortgage Investment Trust, LLC, as Junior Noteholder, relating to the CharlesRiver Plaza North loan combination (filed as Exhibit 99.6 to the registrant'sCurrent Report on Form 8-K filed on December 15, 2015 under SEC File No.333-180779-21 and incorporated by reference herein).

 

(99.7)Agreement Between Note Holders, dated as of December15, 2015, between UBS Real Estate Securities Inc., as Initial Note A-1 Holder,UBS Real Estate Securities Inc., as Initial Note A-2 Holder, UBS Real EstateSecurities Inc., as Initial Note A-3 Holder, and UBS Real Estate SecuritiesInc., as Initial Note A-4 Holder, relating to the 525 Seventh Avenue loancombination (filed as Exhibit 99.7 to the registrant's Current Report on Form8-K/A filed on December 16, 2015 under SEC File No. 333-180779-21 andincorporated by reference herein), as amended and restated pursuant to thatcertain Amended and Restated Agreement Between Note Holders, dated as of March8, 2016, between UBS Real Estate Securities Inc., as Initial Note A-1 Holder,Wells Fargo Bank, National Association, as trustee for the benefit of theholders of the Morgan Stanley Capital I Trust 2015-UBS8, Commercial MortgagePass-Through Certificates, Series 2015-UBS8, as Initial Note A-2 Holder, UBSReal Estate Securities Inc., as Initial Note A-3 Holder, UBS Real EstateSecurities Inc., and as Initial Note A-4 Holder (filed as Exhibit 99.12 to theregistrant's Current Report on Form 8-K filed on March 14, 2016 under SEC FileNo. 333-180779-21 and incorporated by reference herein).

 

(99.8)Agreement Between Note Holders, dated as of November 5,2015, between UBS Real Estate Securities Inc., as Initial Note A-1 Holder, UBSReal Estate Securities Inc., as Initial Note A-2 Holder, UBS Real EstateSecurities Inc., as Initial Note A-3 Holder, and Bank of America, N.A., asInitial Note A-4 Holder, relating to the Ellenton Premium Outlets loancombination (filed as Exhibit 99.8 to the registrant's Current Report on Form8-K/A filed on December 16, 2015 under SEC File No. 333-180779-21 andincorporated by reference herein).

 

(99.9)Agreement Between Note Holders, dated as of November 5,2015, between UBS Real Estate Securities Inc., as Initial Note A-1 Holder, UBSReal Estate Securities Inc., as Initial Note A-2 Holder, UBS Real Estate SecuritiesInc., as Initial Note A-3 Holder, UBS Real Estate Securities Inc., as InitialNote A-4 Holder, and Bank of America, N.A., as Initial Note A-5 Holder,relating to the Grove City Premium Outlets loan combination (filed as Exhibit99.9 to the registrant's Current Report on Form 8-K/A filed on December 16,2015 under SEC File No.333-180779-21 and incorporated by reference herein), asamended and restated pursuant to that certain Amended and Restated AgreementBetween Note Holders, dated as of March 8, 2016, between Wells Fargo Bank,National Association, as trustee for the benefit of the holders of the MorganStanley Capital I Trust 2015-UBS8, Commercial Mortgage Pass-ThroughCertificates, Series 2015-UBS8, as Initial Note A-1 Holder, UBS Real Estate SecuritiesInc., as Initial Note A-2 Holder, UBS Real Estate Securities Inc., as InitialNote A-3 Holder, UBS Real Estate Securities Inc., as Initial Note A-4 Holder,and Bank of America, N.A., as Initial Note A-5 Holder (filed as Exhibit 99.11to the registrant's Current Report on Form 8-K filed on March 14, 2016 underSEC File No. 333-180779-21 and incorporated by reference herein).

 

(99.10)Agreement Between Note Holders, dated as of November 5,2015, between Bank of America, N.A., as Initial Note A-1 Holder, UBS RealEstate Securities Inc., as Initial Note A-2 Holder, and UBS Real EstateSecurities Inc., as Initial Note A-3 Holder, relating to the Gulfport PremiumOutlets loan combination (filed as Exhibit 99.10 to the registrant's CurrentReport on Form 8-K/A filed on December 16, 2015 under SEC File No.333-180779-21 and incorporated by reference herein).

 

(b)See (a) above.

 

(c)Not applicable.

** **

**SIGNATURES**

 

Pursuantto the requirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized.

 

MorganStanley Capital I Inc.

(Depositor)

 

By:/s/ Jane Lam

JaneLam, Director and President

(seniorofficer in charge of securitization of the depositor)

 

Date: March 26, 2020